Exhibit (c)(2)
FORM OF AFFILIATES AGREEMENT
June 25, 1997
MMI Companies, Inc.
000 Xxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Dear Sirs:
The undersigned understands that you have entered into an Acquisition
Agreement dated as of June 25, 1997 (the "Acquisition Agreement"), by and
between you, MMI Companies, Inc., a Delaware corporation ("Buyer") and
Unionamerica Holdings plc, a corporation organized under the laws of England and
Wales (the "Company"), pursuant to which the Company shall become your wholly
owned subsidiary pursuant to the acquisition by you, solely for your voting
common stock, par value $0.10 per share (the "Buyer Common Stock"), of all of
the American Depository Shares ("ADSs"), representing all of the ordinary
shares, nominal value $0.0448 per share, of the Company (such ADSs being
referred to as "Company Common Stock"), and all of the deferred stock of the
Company, par value L1 per share (the "Company Deferred Stock"), through (i) the
Offer (as defined in the Acquisition Agreement) and (ii) the subsequent
compulsory acquisition of any remaining shares of Company Common Stock solely
for voting Buyer Common Stock (collectively, the "Transaction").
The undersigned currently owns ___________ shares of Company Common Stock
and __________ options to purchase Company Common Stock which are currently
exercisable or are expected to become exercisable on or prior to Closing (such
Company Common Stock received upon the exercise of options or Buyer Common Stock
received therefor pursuant to the Transaction being referred to herein as
"Option Common Stock"). All Company Common Stock, Buyer Common Stock or Option
Common Stock now owned or hereafter acquired by the undersigned, is referred to
herein as the "Restricted Stock".
The undersigned further understands that Buyer intends to account for the
acquisition of the Company as a pooling of interest and has been advised that
Accounting Series Release No. 135, as amended by Staff Accounting Bulletins Nos.
65 and 76 of the Securities and Exchange Commission, require that in a pooling
of interests, no affiliate, director or officer of either combining company may
reduce its risk relative to its common shareholder position within the period
beginning 30 days prior to consummation of a business combination and ending
when financial results covering at least 30 days of post-closing combined
operation have been published.
June 25, 1997
Page 2
In consideration of the execution of the Acquisition Agreement by Buyer,
and for other good and valuable consideration, the undersigned hereby
irrevocably agrees that during the period commencing 30 days prior to Closing
and ending when financial results of Buyer covering at least 30 days of post
Closing combined operations of Buyer and Company have been published, the
undersigned, without the prior written consent of Buyer, will not and, will not
announce or publicly disclose any intention to, sell, offer to sell, solicit an
offer to buy, contract to sell, grant any option to purchase, or otherwise
transfer or dispose of, any shares of Restricted Stock, or any securities
convertible into or exercisable or exchangeable for Restricted Stock. The
foregoing restrictions shall not apply to any sale, transfer or other
disposition by the undersigned (i) to a member of the undersigned's immediate
family, or (ii) to a trust for the benefit of the undersigned or a member of the
undersigned's immediate family; provided that in each such case the undersigned
delivers to Buyer, no later than three (3) days prior to any such sale or other
disposition (A) written notice describing the terms of such sale, transfer or
other disposition and (B) the written agreement of the transferee to be bound by
the terms of this letter agreement. The undersigned's "immediate family"
consists of his or her spouse, parents, children (including adoptive),
grandchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law
and brothers- and sisters-in-law. If the undersigned is a limited partnership,
the following restrictions shall also not apply to any distribution made to its
limited partners according to the terms of the partnership agreement governing
such limited partnership nor shall such stock be treated as Restricted Stock in
the hands of such limited partners for the purposes of this agreement following
any such distribution.
Except as provided above, the undersigned agrees that the provisions of
this agreement shall be binding also upon his or her successors, assigns, and
personal representative.
In furtherance of the foregoing, Buyer and Xxxxx Xxxxxx Shareholder
Services LLC, its transfer agent, are hereby authorized to decline to make any
transfer of securities if such transfer would constitute a violation or breach
of this letter agreement and you are authorized to place a restrictive legend
upon any shares of Restricted Stock to be received by men in the Transaction.
It is understood that you will release the undersigned for his or her
obligation under this letter agreement in the event the Acquisition Agreement
(other that the provisions thereof which survive termination) shall be
terminated prior to the Closing.
This agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to a contract executed and performed in
such state, without giving effect to the conflicts of the law principles
thereof.
June 25, 1997
Page 3
Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to them in the Acquisition Agreement
Very truly yours,
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